Exhibit 10.9


EMPLOYMENT
AGREEMENT


 


THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into by and
between William L. Harvey (“Executive”)
and Interval Leisure Group, Inc., a Delaware corporation (the “Company”), as of the 25th day of
August, 2008.


 


WHEREAS,
IAC/InterActiveCorp. has caused the Company to become a separate public entity
(the “Spin-Off”);


 


WHEREAS, the Company
desires to establish its right to the services of Executive for a period
beginning on his date of hire, June 30, 2008 (the “Effective
Date”), in the capacity described below, on the terms and
conditions hereinafter set forth, and Executive is willing to accept such
employment on such terms and conditions.


 


NOW, THEREFORE, in
consideration of the mutual agreements hereinafter set forth, Executive and the
Company have agreed and do hereby agree as follows:


 


1A.          EMPLOYMENT.  During the Term (as defined below), the
Company shall employ Executive, and Executive shall be employed, as Chief
Financial Officer of the Company.  During
Executive’s employment with the Company, Executive shall do and perform all
services and acts necessary or advisable to fulfill the duties and
responsibilities as are commensurate and consistent with Executive’s position
and shall render such services on the terms set forth herein.  During Executive’s employment with the
Company, Executive shall report directly to the Chief Executive Officer of the
Company (the “CEO”).  Executive shall have such powers and duties
with respect to the Company as may reasonably be assigned to Executive by the
CEO, to the extent consistent with Executive’s position.  Executive agrees to devote all of Executive’s
working time, attention and efforts to the Company and to perform the duties of
Executive’s position in accordance with the Company’s policies as in effect
from time to time.  Executive may (i) serve
as a director or member of a committee or organization involving no actual or
potential conflict of interest with the Company and its subsidiaries and
affiliates; (ii) deliver lectures and fulfill speaking engagements; (iii) engage
in charitable and community activities; and (iv) invest his personal
assets in such form or manner that will not violate this Agreement or require
services on the part of Executive in the operation or affairs of the companies
in which those investments are made; provided the activities described
in clauses (i), (ii), (iii) or (iv) do not materially affect or
interfere with the performance of Executive’s duties and obligations to the
Company or conflict with such policies as may be adopted from time to time by
the Board of Directors of the Company (the “Board”). 
Executive’s principal place of employment shall be the Company’s offices
located in Miami, Florida.


 


2A.          TERM.  The term of this Agreement shall begin on the
Effective Date and shall end on the fourth anniversary of the Effective Date
(such period, the “Initial Term”); provided,
that on the fourth anniversary of the Effective Date and on each anniversary
thereafter, the Initial Term shall automatically be extended for additional
one-year periods (the Initial Term as so extended, the “Term”)
unless either party provides the other party with a notice of termination at
least thirty (30) days before any such anniversary (the anniversary date on
which the Term terminates shall 


 

















 


be referred to herein as the “Scheduled
Termination Date”). 
Notwithstanding the foregoing, the Executive’s employment hereunder may
be terminated during the Term prior to the Scheduled Termination Date.


 


Notwithstanding the termination of the Term, certain
terms and conditions herein may specify a greater period of effectiveness.  If Executive’s employment with IAC is
terminated prior to the date of the Spin-Off, this Agreement shall terminate
automatically and be null and void.


 


3A.          COMPENSATION.


 


(a)           BASE SALARY. 
During the period that Executive is employed with the Company hereunder,
the Company shall pay Executive an annual base salary of $325,000 (the “Base Salary”), payable in equal
biweekly installments (or, if different, in accordance with the Company’s
payroll practice as in effect from time to time).  During the Term, the Base
Salary will be reviewed annually and is subject to adjustment at the discretion
of the Board, but in no event shall the Company pay Executive a Base Salary
less than that set forth above during the period that Executive is employed
with the Company.  For all purposes
under this Agreement, the term “Base Salary” shall refer to the Base Salary as
in effect from time to time.


 


(b)           BONUS.  During the period that Executive is employed
with the Company hereunder, Executive shall be eligible to receive
discretionary annual bonuses, with a target annual bonus of 75% of Base Salary;
provided, that with respect to the Company’s 2008 fiscal year, Executive
will be eligible to receive an annual bonus on a pro-rated basis equal to the
product of (x) the annual Bonus which otherwise would have been earned by
Executive for the Company’s 2008 fiscal year absent pro-ration, times (y) a
fraction, the numerator of which is the number of days in the Company’s 2008
fiscal year that Executive was employed by the Company and its affiliates, and
the denominator of which is 365.  Any such annual bonus shall be paid not later
than March 15 of the calendar year immediately following the calendar year
with respect to which such annual bonus relates (unless Executive has elected
to defer receipt of such bonus pursuant to an arrangement that meets the
requirements of Section 409A (as defined below)).


 


(c)           GRANT OF RESTRICTED STOCK
UNITS.


 


(i)            As promptly as practicable, Executive shall be
granted, under and subject to the provisions of the Company Incentive Plan an
award of a number of Company RSUs determined by dividing $750,000 by the value
of a share of Company Common Stock utilized to convert IAC restricted stock
units into Company RSUs in the Spin-Off, rounded to the nearest whole number of
Company RSUs (the “Initial Equity Awards”).  Contingent upon satisfaction of one or more
of the performance conditions attached as Exhibit A hereto, which
performance conditions have been agreed upon by the Executive and the Company
and approved by the Compensation and Human Resources Committee of the Board of
Directors of IAC, the Annual Vesting Award shall vest and no longer be subject
to any restriction (in each case subject to the Executive’s continued
employment with the Company through the applicable vesting date):


 


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  Vesting Date

  	
   

  	
  Percentage of Total Award Vesting

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  On the first anniversary of the Effective Date

  	
   

  	
  25%

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  On the second anniversary of the Effective Date

  	
   

  	
  25%

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  On the third anniversary of the Effective Date

  	
   

  	
  25%

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  On the fourth anniversary of the Effective Date

  	
   

  	
  25%

  	
   

  



 


(ii)           Other terms for the Annual Vesting Award will be set
forth in one or more Award Notices and related Terms and Conditions consistent
with the terms of this Agreement and otherwise in form and substance consistent
with Award Notices and Terms and Conditions historically used by IAC for equity
awards to its senior executives.


 


(d)           BENEFITS. 
From the Effective Date through the date of termination of Executive’s
employment with the Company for any reason, Executive shall be entitled to
participate in any welfare, health and life insurance and pension benefit and
incentive, perquisite and fringe benefit programs as may be adopted from time
to time by the Company on the same basis as that provided to similarly situated
employees of the Company.  Without
limiting the generality of the foregoing, Executive shall be entitled to the
following benefits:


 


(i)            Reimbursement
for Business Expenses.  During the
period that Executive is employed with the Company hereunder, the Company shall
reimburse Executive for all reasonable, necessary and documented expenses incurred
by Executive in performing Executive’s duties for the Company, on the same
basis as similarly situated employees and in accordance with the Company’s
policies as in effect from time to time.


 


(ii)           Vacation. 
During the period that Executive is employed with the Company hereunder,
Executive shall be entitled to paid vacation each year, in accordance with the
plans, policies, programs and practices of the Company applicable to similarly
situated employees of the Company generally.


 


4A.          NOTICES.  All
notices and other communications under this Agreement shall be in writing and
shall be given by first-class mail, certified or registered with return receipt
requested, or by hand delivery, or by overnight delivery by a nationally
recognized carrier, in each case to the applicable address set forth below, and
any such notice is deemed effectively given when received by the recipient (or
if receipt is refused by the recipient, when so refused):


 


	
   

  	
  If to the Company:

  	
   

  	
  Interval Leisure
  Group, Inc.

  
	
   

  	
   

  	
   

  	
  6262 Sunset Drive

  
	
   

  	
   

  	
   

  	
  Miami, Florida 33143

  
	
   

  	
   

  	
   

  	
  Attention: General Counsel

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  If
  to Executive:

  	
   

  	
  William
  L. Harvey

  
	
   

  	
   

  	
   

  	
  At the
  last address indicated in the Company’s records.

  



 


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Either party may change such party’s address for
notices by notice duly given pursuant hereto.


 


5A.          GOVERNING LAW; JURISDICTION.  This Agreement and the legal relations thus
created between the parties hereto (including, without limitation, any dispute
arising out of or related to this Agreement) shall be governed by and construed
under and in accordance with the internal laws of the State of Florida without
reference to its principles of conflicts of laws.  Any dispute between the parties hereto arising
out of or related to this Agreement will be heard and determined before an
appropriate federal court located in the State of Florida in Miami-Dade County,
or, if not maintainable therein, then in an appropriate Florida state court
located in Miami-Dade County, and each party hereto submits itself and its
property to the non-exclusive jurisdiction of the foregoing courts with respect
to such disputes.


 


Each party hereto (i) agrees
that service of process may be made by mailing a copy of any relevant document
to the address of the party set forth above, (ii) waives to the fullest
extent permitted by law any objection which it may now or hereafter have to the
courts referred to above on the grounds of inconvenient forum or otherwise as
regards any dispute between the parties hereto arising out of or related to
this Agreement, (iii) waives to the fullest extent permitted by law any
objection which it may now or hereafter have to the laying of venue in the
courts referred to above as regards any dispute between the parties hereto
arising out of or related to this Agreement and (iv) agrees that a
judgment or order of any court referred to above in connection with any dispute
between the parties hereto arising out of or related to this Agreement is
conclusive and binding on it and may be enforced against it in the courts of
any other jurisdiction.



6A.          COUNTERPARTS.  This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.


 


7A.          STANDARD TERMS AND CONDITIONS.  Executive expressly understands and
acknowledges that the Standard Terms and Conditions attached hereto are
incorporated herein by reference, deemed a part of this Agreement and are
binding and enforceable provisions of this Agreement.  References to “this Agreement” or the use of
the term “hereof” shall refer to this Agreement and the Standard Terms and
Conditions attached hereto, taken as a whole.


 


8A.          SECTION 409A OF THE INTERNAL REVENUE CODE.   This Agreement is intended to comply with
the requirements of Section 409A of the of the Internal Revenue Code of
1986, as amended (the “Code”), and the rules and regulations issued
thereunder (“Section 409A”)  or an exemption and shall in all respects be
administered in accordance with Section 409A.    Notwithstanding anything in the Agreement
to the contrary, distributions upon termination of employment may only be made
upon a “separation from service” as determined under Section 409A.  Each payment under this Agreement shall be
treated as a separate payment for purposes of Section 409A.  In no event may Executive, directly or
indirectly, designate the calendar year of any payment to be made under this
Agreement.  All reimbursements and
in-kind benefits provided under this Agreement shall be made or provided in
accordance with the requirements of Section 409A.   In the event the parties determine that the
terms of this Agreement do not comply with Section 409A, they will
negotiate reasonably and in good faith to amend the terms of this 


 


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Agreement such that it
complies (in a manner that attempts to minimize the economic impact of such
amendment on Executive and the Company) within the time period permitted by the
applicable Treasury Regulations.  In no
event shall the Company be required to pay Executive any “gross-up” or other
payment with respect to any taxes or penalties imposed under Section 409A
with respect to any benefit paid to Executive hereunder.


 


9A.          Notwithstanding
anything to the contrary herein, this Agreement shall become effective upon,
and subject to the occurrence of, the Effective Date.


 


IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed and
delivered by its duly authorized officer and Executive has executed and
delivered this Agreement on August  25, 2008.


 


	
   

  	
  INTERVAL LEISURE GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Craig M. Nash

  
	
   

  	
  By: Craig M. Nash

  
	
   

  	
  Title: President and Chief Executive
  Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ William L. Harvey

  
	
   

  	
  WILLIAM L. HARVEY

  



 


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STANDARD
TERMS AND CONDITIONS


 


1.                                       TERMINATION OF EXECUTIVE’S EMPLOYMENT.


 


(a)           DEATH.  In the event Executive’s employment hereunder
is terminated by reason of Executive’s death, the Company shall pay Executive’s
designated beneficiary or beneficiaries, within thirty (30) days of Executive’s
death in a lump sum in cash, (i) Executive’s Base Salary through the end
of the month in which death occurs and (ii) any other Accrued Obligations
(as defined in paragraph 1(f) below).


 


(b)           DISABILITY.  If, as a result of Executive’s incapacity due
to physical or mental illness (“Disability”),
Executive shall have been absent from the full-time performance of Executive’s
duties with the Company for a period of four (4) consecutive months and,
within thirty (30) days after written notice is provided to Executive by the
Company (in accordance with Section 4A hereof), Executive shall not have
returned to the full-time performance of Executive’s duties, Executive’s
employment under this Agreement may be terminated by the Company for
Disability.  During any period prior to
such termination during which Executive is absent from the full-time
performance of Executive’s duties with the Company due to Disability, the
Company shall continue to pay Executive’s Base Salary at the rate in effect at
the commencement of such period of Disability, offset by any amounts payable to
Executive under any disability insurance plan or policy provided by the
Company.  Upon termination of Executive’s
employment due to Disability, the Company shall pay Executive within thirty
(30) days of such termination (i) Executive’s Base Salary through the end
of the month in which termination occurs in a lump sum in cash, offset by any
amounts payable to Executive under any disability insurance plan or policy provided
by the Company; and (ii) any other Accrued Obligations (as defined in
paragraph 1(f) below).


 


(c)           TERMINATION
FOR CAUSE OR WITHOUT GOOD REASON. 
Upon the termination of Executive’s employment by the Company for Cause
(as defined below), or by Executive without Good Reason, the Company shall have
no further obligation hereunder, except for the payment of any Accrued
Obligations (as defined in paragraph 1(f) below).  As used herein, “Cause”
shall mean:  (i) the plea of guilty
or nolo contendere to, or conviction for, the commission of a felony offense by
Executive; provided, however, that after indictment, the Company
may suspend Executive from the rendition of services, but without limiting or
modifying in any other way the Company’s obligations under this Agreement; provided,
further, that Executive’s employment shall be immediately reinstated if
the indictment is dismissed or otherwise dropped and there are not otherwise
grounds to terminate Executive’s employment for Cause; (ii) a material
breach by Executive of a fiduciary duty owed to the Company; provided
that the CEO determines, in the CEO’s good faith discretion, that such material
breach undermines the CEO’s confidence in Executive’s fitness to continue in
his position, as evidenced in writing from the CEO; (iii) a material
breach by Executive of any of the covenants made by Executive in Section 3
hereof; provided, however, that in the event such material breach
is curable, Executive shall have failed to remedy such material breach within
ten (10) days of Executive having received a written demand for cure by
the CEO, which demand specifically identifies the manner in which the Company
believes that Executive has materially breached any 


 

















 


of the covenants made by Executive in Section 3 hereof;
(iv) the willful or gross neglect by Executive of the material duties
required by this Agreement following receipt of written notice from the CEO
which specifically identifies the nature of such willful or gross neglect and a
reasonable opportunity to cure; or (v) a knowing and material violation by
Executive of any Company policy pertaining to ethics, wrongdoing or conflicts
of interest.


 


(d)           TERMINATION BY THE COMPANY OTHER THAN FOR
DEATH, DISABILITY OR CAUSE OR RESIGNATION BY EXECUTIVE FOR GOOD REASON.  If Executive’s employment hereunder is
terminated prior to the expiration of the Term by the Company for any reason
other than Executive’s death or Disability or for Cause, or if Executive
terminates his employment hereunder prior to the expiration of the Term for
Good Reason (any such termination, a “Qualifying Termination”),
then:


 


(i)            the Company shall continue to pay to
Executive the Base Salary for six months from the date of such termination, or,
if the Qualifying Termination occurs after the first anniversary of the
Effective Date, twelve months from the date of such termination (such period,
the “Severance Period”), payable in equal
biweekly installments (or, if different, in accordance with the Company’s
payroll practice as in effect from time to time) (the “Cash
Severance Payments”);


 


(ii)           the
Company shall pay Executive within thirty (30) days of the date of such
termination in a lump sum in cash any Accrued Obligations (as defined in
paragraph 1(f) below); and


 


(iii)          any
portion of the Initial Equity Awards that is outstanding and unvested at the
time of such termination but that would, but for a termination of employment,
have vested during the Severance Period shall vest as of the date of such
termination of employment;; provided, however, that any Company
RSUs that would vest under this provision but for the fact that outstanding
performance conditions have not been satisfied shall vest only if, and at such
point as, such performance conditions are satisfied.


 


Notwithstanding the preceding provisions of this Section 1(d), in
the event that Executive is a “specified employee” (within the meaning of
Section 409A) on the date of termination of Executive’s employment with
the Company and the Cash Severance Payments to be paid within the first six months
following such date (the “Initial Payment Period”)
exceed the amount referenced in Treas. Regs.
Section 1.409A-1(b)(9)(iii)(A) (the “Limit”),
then (i) any portion of the Cash Severance Payments that is payable during
the Initial Payment Period that does not exceed the Limit shall be paid at the
times set forth in Section 1(d)(i), (ii) any portion of the Cash
Severance Payments that exceeds the Limit (and would have been payable during
the Initial Payment Period but for the Limit) shall be paid, with Interest, on
the first business day of the first calendar month that begins after the
six-month anniversary of Executive’s “separation from service” (within the
meaning of Section 409A) and (iii) any portion of the Cash Severance
Payments that is payable after the Initial Payment Period shall be paid at the
times set forth in Section 1(d)(i). 
For purposes of this paragraph, Interest shall mean interest at the
applicable federal rate provided for in Section 7872(f)(2)(A) of the
Code, from the date on which payment would otherwise have been made but for any
required delay through the date of payment.


 


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The payment to Executive of the severance benefits
described in this Section 1(d) (including any accelerated vesting)
shall be subject to Executive’s execution and non-revocation of a general
release of the Company and its affiliates, in a form substantially similar to
that used for similarly situated executives of the Company and its affiliates
within 60 days of the date of termination of Executive’s employment, and
Executive’s compliance with the restrictive covenants set forth in
Section 3 hereof (other than any non-compliance that is immaterial, does
not result in harm to the Company or its affiliates, and, if curable, is cured
by Executive promptly after receipt of notice thereof given by the
Company).  Executive acknowledges and
agrees that the severance benefits described in this
Section 1(d) constitute good and valuable consideration for such
release.


 


For purposes of this Agreement, “Good
Reason” shall mean the occurrence of any of the following
without Executive’s prior written consent: (A) a material change in the
geographic location at which Executive must perform his services; (B) the
Company materially diminishes Executive’s duties and responsibilities or
reporting relationships as set forth in Section 1A; or (C) the
Company breaches any material term or condition of this Agreement;  provided that in no event shall Executive’s
resignation be for “Good Reason” unless (x) an event or
circumstance set forth in clauses (A), (B) or (C) shall have occurred
and Executive provides the Company with written notice thereof within thirty
(30) days after Executive has knowledge of the occurrence or existence of such
event or circumstance, which notice specifically identifies the event or
circumstance that Executive believes constitutes Good Reason, (y) the
Company fails to correct the circumstance or event so identified within thirty
(30) days after the receipt of such notice, and (z) Executive resigns
within ninety (90) days after the date of delivery of the notice referred to in
clause (x) above.


 


(e)           NO
MITIGATION; OFFSET.  In the event of
termination of Executive’s employment pursuant to Section 1(d), Executive
shall not be obligated to seek other employment or take any actions to mitigate
the payments or continuation of benefits required under
Section 1(d) hereof.  If
Executive obtains other employment (whether or not comparable and whether or
not in the same geographic location) during the period of time in which the
Company is required to make Cash Severance Payments to Executive pursuant to
Section 1(d) above, the amount of any such remaining payments or
benefits to be provided to Executive shall be reduced by the amount of
compensation and benefits earned by Executive from such other employment
through the end of such period.  For
purposes of this Section 1(e), Executive shall have an obligation to
inform the Company regarding Executive’s employment status following
termination and during the period of time in which the Company is making Cash
Severance Payments to Executive as provided under Section 1(d) above.


 


(f)            ACCRUED
OBLIGATIONS.  As used in this
Agreement, “Accrued Obligations” shall
mean the sum of (i) any portion of Executive’s accrued but unpaid Base
Salary through the date of death or termination of employment for any reason,
as the case may be; (ii) any compensation previously earned but deferred
by Executive (together with any interest or earnings thereon) that has not yet
been paid, is not considered “deferred compensation” subject to
Section 409A and has not otherwise been deferred to a later date pursuant
to any deferred compensation arrangement of the Company to which Executive is a
party, if any (in which case, any such 


 


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deferred compensation shall be paid in accordance with the terms of
such deferred compensation arrangement and shall not be deemed “Accrued
Obligations” pursuant to this Agreement); (iii) other than in the event of
Executive’s resignation without Good Reason or termination by the Company for
Cause (except as required by applicable law), any portion of Executive’s
accrued but unpaid vacation pay through the date of death or termination of
employment; (iv) any reimbursements that Executive is entitled to receive
under Section 3A(d)(i) of the Agreement; and (v) any vested
benefits or amounts that Executive is otherwise entitled to receive under any
plan, policy, practice or program of or any other contract or agreement with
the Company in accordance with the terms thereof (other than any such plan,
policy, practice or program of the Company that provides benefits in the nature
of severance or continuation pay).


 


2.                                       TREATMENT OF EXECUTIVE’S INITIAL EQUITY
AWARDS IN THE EVENT OF A CHANGE OF CONTROL OF THE COMPANY. 
In the event that, during the Term, there is consummated a Change of
Control (as defined in the Company Incentive Plan), any portion of the Initial
Equity Awards that is outstanding and unvested at the time of such Change of
Control which would have vested during the twenty-four (24) month period
following such Change of Control shall vest as of the date of such Change of
Control and the Initial Equity Awards shall otherwise continue to vest in
accordance with their terms.  In the
event any portion of the Initial Equity Awards remains unvested following such
Change of Control after application of the foregoing sentence, the agreements
effectuating the Change of Control shall provide for the assumption or
substitution of the unvested Initial Equity Awards by the successor entity
(unless the successor entity is the Company, in which case the unvested Initial
Equity Awards shall remain outstanding in accordance with their terms).  In no event shall any unvested portion of the
Initial Equity Awards be cancelled or forfeited without value in connection
with a Change of Control.


 


3.                                       CONFIDENTIAL INFORMATION;
NON-COMPETITION; NON-SOLICITATION; AND PROPRIETARY RIGHTS.


 


(a)           CONFIDENTIALITY.  Executive acknowledges that, while employed
by the Company, Executive will occupy a position of trust and confidence.  The Company, its subsidiaries and/or
affiliates shall provide Executive with “Confidential Information” as referred
to below.  Executive shall not, except as
may be required to perform Executive’s duties hereunder or as required by
applicable law, without limitation in time, communicate, divulge, disseminate,
disclose to others or otherwise use, whether directly or indirectly, any
Confidential Information regarding the Company and/or any of its subsidiaries
and/or affiliates.


 


“Confidential Information”
shall mean information about the Company or any of its subsidiaries or
affiliates, and their respective businesses, employees, consultants, contractors,
clients and customers that is not disclosed by the Company or any of its
subsidiaries or affiliates for financial reporting purposes or otherwise
generally made available to, or in the possession of, the public (other than by
Executive’s breach of the terms hereof) and that was learned or developed by
Executive in the course of employment by the Company or any of its subsidiaries
or affiliates, including (without limitation) any proprietary knowledge, trade
secrets, data, formulae, information and client and customer lists and all
papers, resumes, and records (including computer records) of the documents
containing such Confidential Information. 



 


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Notwithstanding the foregoing provisions, if Executive is required to
disclose any such confidential or proprietary information pursuant to
applicable law or a subpoena or court order, Executive shall promptly notify
the Company in writing of any such requirement so that the Company may seek an
appropriate protective order or other appropriate remedy or waive compliance
with the provisions hereof.  Executive
shall reasonably cooperate with the Company to obtain such a protective order
or other remedy.  If such order or other
remedy is not obtained prior to the time Executive is required to make the
disclosure, or the Company waives compliance with the provisions hereof,
Executive shall be permitted to disclose only that portion of the confidential
or proprietary information which he is advised by counsel that he is legally
required to so disclose.  Executive
acknowledges that such Confidential Information is specialized, unique in
nature and of great value to the Company and its subsidiaries or affiliates,
and that such information gives the Company and its subsidiaries or affiliates
a competitive advantage.  Executive
agrees to deliver or return to the Company, at the Company’s request at any
time or upon termination or expiration of Executive’s employment or as soon
thereafter as possible, all documents, computer tapes and disks, records,
lists, data, drawings, prints, notes and written information (and all copies
thereof) furnished by the Company and its subsidiaries or affiliates or
prepared by Executive in the course of Executive’s employment by the Company
and its subsidiaries or affiliates.  As
used in this Agreement, “subsidiaries” and “affiliates” shall mean any company
controlled by, controlling or under common control with the Company.


 


(b)           NON-COMPETITION.  In consideration of this Agreement, and other
good and valuable consideration provided hereunder, the receipt and sufficiency
of which are hereby acknowledged by Executive, Executive hereby agrees and
covenants that, during Executive’s employment hereunder and for a period of
twenty-four (24) months thereafter (the “Restricted Period”),
Executive shall not, without the prior written consent of the Company, directly
or indirectly, engage in or become associated with a Competitive Activity.


 


For purposes of this Section 3(b), (i) a “Competitive Activity” means, any
business or other endeavor involving Similar Products if such business or
endeavor is in a country (including the United States) in which the Company (or
any of its businesses) (x) at the time of Executive’s termination provides
or planned to provide such Similar Products or (y) during Executive’s
employment provided, such Similar Products; (ii) “Similar
Products” means any products or services that are the same or
substantially similar to any of the types of products or services that the
Company and/or any other business for which Executive may, during the Term,
have direct or indirect responsibility hereunder provides or planned to provide
during Executive’s employment hereunder; and (iii) Executive shall be
considered to have become “associated with a Competitive Activity” if Executive
becomes directly or indirectly involved as an owner, principal, employee,
officer, director, independent contractor, representative, stockholder,
financial backer, agent, partner, member, advisor, lender, consultant or in any
other individual or representative capacity with any individual, partnership,
corporation or other organization that is engaged in a Competitive Activity.


 


Notwithstanding the foregoing, Executive may make and
retain investments during the Restricted Period, for investment purposes only,
in less than one percent (1%) of the outstanding capital stock of any
publicly-traded corporation engaged in a Competitive Activity if the stock of
such corporation is either listed on a national stock exchange or on the NASDAQ
National 


 


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Market System if Executive is not otherwise affiliated with such
corporation.  Executive acknowledges that
Executive’s covenants under this Section 3(b) are a material inducement
to the Company’s entering into this Agreement.


 


(c)           NON-SOLICITATION
OF EMPLOYEES.  Executive recognizes
that he will possess Confidential Information about other employees,
consultants and contractors of the Company and its subsidiaries or affiliates
relating to their education, experience, skills, abilities, compensation and
benefits, and inter-personal relationships with suppliers to and customers of
the Company and its subsidiaries or affiliates. 
Executive recognizes that the information he will possess about these
other employees, consultants and contractors is not generally known, is of
substantial value to the Company and its subsidiaries or affiliates in
developing their respective businesses and in securing and retaining customers,
and will be acquired by Executive because of Executive’s business position with
the Company.  Executive agrees that,
during the Restricted Period, Executive will not, directly or indirectly,
solicit or recruit any employee of (i) the Company and/or (ii) its
subsidiaries and/or affiliates with whom Executive has had direct contact
during his employment hereunder, in all cases, for the purpose of being
employed by Executive or by any business, individual, partnership, firm,
corporation or other entity on whose behalf Executive is acting as an agent,
representative or employee and that Executive will not convey any such
Confidential Information or trade secrets about employees of the Company or any
of its subsidiaries or affiliates to any other person except within the scope
of Executive’s duties hereunder. 
Notwithstanding the foregoing, Executive is not precluded from
soliciting any individual who (i) responds to any public advertisement or
general solicitation or (ii) has been terminated by the Company prior to
the solicitation.


 


(d)           NON-SOLICITATION
OF CUSTOMERS.  During the Restricted
Period, Executive shall not solicit any customers of (i) the Company
and/or (ii) any of its subsidiaries or affiliates with whom Executive has
direct contact during his employment hereunder or encourage (regardless of who
initiates the contact) any such customers to use the facilities or services of
any competitor of (i) the Company and/or (ii) any of its subsidiaries
or affiliates with whom Executive has direct contact during his employment
hereunder.


 


(e)           NON-SOLICITATION
OF BUSINESS PARTNERS.  During the
Restricted Period, Executive shall not, without the prior written consent of
the Company, persuade or encourage any business partners or business affiliates
of (i) the Company and/or (ii) any of its subsidiaries and/or
affiliates with whom Executive has direct contact during his employment
hereunder, in each case, to cease doing business with the Company and/or any of
its subsidiaries and/or affiliates or to engage in any business competitive
with the Company and/or its subsidiaries and/or affiliates.


 


(f)            NONDISPARAGEMENT.  Executive hereby agrees and covenants that,
during Executive’s employment hereunder and for a period of thirty-six (36)
months thereafter, Executive shall not make any statement or perform any act
intended to advance the interest of any competitor of the Company and/or any of
its subsidiaries and/or affiliates in any way that will injure the interests of
the foregoing entities.


 


(g)           PROPRIETARY
RIGHTS; ASSIGNMENT.  All Employee
Developments 


 


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(defined below) shall be considered works made for hire by Executive
for the Company or, as applicable, its subsidiaries or affiliates, and
Executive agrees that all rights of any kind in any Employee Developments
belong exclusively to the Company.  In
order to permit the Company to exploit such Employee Developments, Executive
shall promptly and fully report all such Employee Developments to the
Company.  Except in furtherance of his
obligations as an employee of the Company, Executive shall not use or reproduce
any portion of any record associated with any Employee Development without
prior written consent of the Company or, as applicable, its subsidiaries or
affiliates.  Executive agrees that in the
event actions of Executive are required to ensure that such rights belong to
the Company under applicable laws, Executive will cooperate and take whatever
such actions are reasonably requested by the Company, whether during or after
the Term, and without the need for separate or additional compensation.  “Employee Developments”
means any idea, know-how, discovery, invention, design, method, technique,
improvement, enhancement, development, computer program, machine, algorithm or
other work of authorship, in each case, (i) that (A) concerns or
relates to the actual or anticipated business, research or development
activities, or operations of the Company or any of its subsidiaries or
affiliates, or (B) results from or is suggested by any undertaking
assigned to Executive or work performed by Executive for or on behalf of the
Company or any of its subsidiaries or affiliates, whether created alone or with
others, during or after working hours, or (C) uses, incorporates or is
based on Company equipment, supplies, facilities, trade secrets or inventions
of any form or type, and (ii) that is developed, conceived or reduced to
practice during the period that Executive is employed with the Company.  All Confidential Information and all Employee
Developments are and shall remain the sole property of the Company or any of
its subsidiaries or affiliates. 
Executive shall acquire no proprietary interest in any Confidential
Information or Employee Developments developed or acquired during the
Term.  To the extent Executive may, by
operation of law or otherwise, acquire any right, title or interest in or to
any Confidential Information or Employee Development, Executive hereby assigns
and covenants to assign to the Company all such proprietary rights without the
need for a separate writing or additional compensation.  Executive shall, both during and after the
Term, upon the Company’s request, promptly execute, acknowledge, and deliver to
the Company all such assignments, confirmations of assignment, certificates,
and instruments, and shall promptly perform such other acts, as the Company may
from time to time in its discretion deem necessary or desirable to evidence,
establish, maintain, perfect, enforce or defend the Company’s rights in
Confidential Information and Employee Developments.


 


(h)           COMPLIANCE
WITH POLICIES AND PROCEDURES.  During
the period that Executive is employed with the Company hereunder, Executive
shall adhere to the policies and standards of professionalism set forth in the
Company’s Policies and Procedures applicable to all employees of the Company
and its subsidiaries and/or affiliates as they may exist from time to time.


 


(i)            SURVIVAL
OF PROVISIONS.  The obligations
contained in this Section 3 shall, to the extent provided in this Section 3,
survive the termination or expiration of Executive’s employment with the
Company and, as applicable, shall be fully enforceable thereafter in accordance
with the terms of this Agreement.  If it
is determined by a court of competent jurisdiction that any restriction in this
Section 3 is excessive in duration or scope or is unreasonable or
unenforceable under applicable law, it is the intention of the parties that
such 


 


7

















 


restriction may be modified or amended by the court to render it
enforceable to the maximum extent permitted by applicable law.


 


4.                                       TERMINATION OF PRIOR AGREEMENTS. 
This Agreement constitutes the entire agreement between the parties and,
as of the Effective Date, terminates and supersedes any and all prior
agreements and understandings (whether written or oral) between the parties
with respect to the subject matter of this Agreement.  Executive acknowledges and agrees that
neither the Company nor anyone acting on its behalf has made, and is not
making, and in executing this Agreement, Executive has not relied upon, any
representations, promises or inducements except to the extent the same is
expressly set forth in this Agreement.


 


5.                                       ASSIGNMENT; SUCCESSORS. 
This Agreement is personal in its nature and none of the parties hereto
shall, without the consent of the other, assign or transfer this Agreement or
any rights or obligations hereunder; provided that  in the event of the merger, consolidation,
transfer, or sale of all or substantially all of the assets of the Company (a “Transaction”) with or to any other
individual or entity, this Agreement shall, subject to the provisions hereof,
be binding upon and inure to the benefit of such successor and such successor
shall discharge and perform all the promises, covenants, duties, and
obligations of the Company hereunder, and in the event of any such assignment
or Transaction, all references herein to the “Company” shall refer to the
Company’s assignee or successor hereunder.


 


6.                                       WITHHOLDING. 
The Company shall make such deductions and withhold such amounts from
each payment and benefit made or provided to Executive hereunder, as may be
required from time to time by applicable law, governmental regulation or order.


 


7.                                       HEADING REFERENCES. 
Section headings in this Agreement are included herein for
convenience of reference only and shall not constitute a part of this Agreement
for any other purpose.  References to
“this Agreement” or the use of the term “hereof” shall refer to these Standard
Terms and Conditions and the Employment Agreement attached hereto, taken as a
whole.


 


8.                                       REMEDIES FOR BREACH. 
Executive expressly agrees and understands that Executive will notify
the Company in writing of any alleged breach of this Agreement by the Company,
and the Company will have thirty (30) days from receipt of Executive’s notice
to cure any such breach.  Executive
expressly agrees and understands that in the event of any termination of
Executive’s employment by the Company during the Term, the Company’s
contractual obligations to Executive shall be fulfilled through compliance with
its obligations under Section 1 of the Standard Terms and Conditions and,
in the event of a termination of Executive’s employment by the Company
following a Change of Control, Section 2 of the Standard Terms and
Conditions.


 


                Executive
expressly agrees and understands that the remedy at law for any breach by
Executive of Section 3 of the Standard Terms and Conditions will be
inadequate and that damages flowing from such breach are not usually
susceptible to being measured in monetary terms.  Accordingly, it is acknowledged that, upon
Executive’s violation of any provision of such Section 3, the Company
shall be entitled to obtain from any court of competent jurisdiction 


 


8

















 


immediate injunctive relief and obtain a temporary order restraining
any threatened or further breach as well as an equitable accounting of all
profits or benefits arising out of such violation.  Nothing shall be deemed to limit the
Company’s remedies at law or in equity for any breach by Executive of any of
the provisions of this Agreement, including Section 3, which may be
pursued by or available to the Company.


 


9.                                       WAIVER; MODIFICATION. 
Failure to insist upon strict compliance with any of the terms,
covenants, or conditions hereof shall not be deemed a waiver of such term,
covenant, or condition, nor shall any waiver or relinquishment of, or failure
to insist upon strict compliance with, any right or power hereunder at any one
or more times be deemed a waiver or relinquishment of such right or power at
any other time or times.  This Agreement
shall not be modified in any respect except by a writing executed by each party
hereto.


 


10.                                 SEVERABILITY. 
In the event that a court of competent jurisdiction determines that any
portion of this Agreement is in violation of any law or public policy, only the
portions of this Agreement that violate such law or public policy shall be
stricken.  All portions of this Agreement
that do not violate any statute or public policy shall continue in full force
and effect.  Further, any court order
striking any portion of this Agreement shall modify the stricken terms as
narrowly as possible to give as much effect as possible to the intentions of
the parties under this Agreement.


 


11.                                 INDEMNIFICATION. 
The Company shall indemnify and hold Executive harmless for acts and
omissions in Executive’s capacity as an officer, director or employee of the
Company and/or any of its subsidiaries to the maximum extent permitted under
applicable law, including the advancement of fees and expenses; provided,
however, that neither the Company, nor any of its subsidiaries or
affiliates shall indemnify Executive for any losses incurred by Executive as a result
of acts described in Section 1(c) of this Agreement.


 


[The Signature
Page Follows]


 


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  ACKNOWLEDGED AND AGREED:

  	
   

  
	
   

  	
   

  
	
  Date: August 25, 2008

  	
   

  
	
   

  	
   

  
	
   

  	
  INTERVAL LEISURE GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Craig M. Nash

  
	
   

  	
  By:

  	
  Craig M. Nash

  
	
   

  	
  Title:

  	
  President and Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ William L. Harvey

  
	
   

  	
  WILLIAM L. HARVEY